SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___)

Filed by the registrant [X]
Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

JOHN HANCOCK SPECIAL EQUITIES FUND
(Name of Registrant as Specified in Its Charter)

JOHN HANCOCK SPECIAL EQUITIES FUND
(Name of Person(s) Filing Proxy Statement)

Payment of filing fee (check the appropriate box):

[X] Fee paid previously with preliminary materials.

May , 1996

Dear Fellow Special Equities Fund Shareholder:

At a special meeting of shareholders on Wednesday, June 26, 1996 at 9:00 a.m.,
you will be asked to approve two changes to your Fund. Your Board of Trustees
has already unanimously approved the proposals, which are more fully described
in the enclosed proxy statement.

To help you review the proxy statement, we would like to explain the changes.

A NEW SUB-ADVISORY AGREEMENT
We are recommending that you approve a sub-advisory agreement for your Fund with
DFS Advisors, which will provide you the benefit of continuity in management.
Michael DiCarlo, who has so successfully managed the Fund since 1988, will
continue to be responsible for the day-to-day management of the Special Equities
Fund. John Hancock has formed a new alliance with DFS Advisors, an investment
firm started by Mr. DiCarlo and two partners. Under the alliance, John Hancock
Funds will become a minority owner of DFS Advisors, and I will serve as a
Director of the new firm.

ELECTION OF THE BOARD OF TRUSTEES
The Board of Trustees is responsible for protecting your interests as a
shareholder of the Fund. A complete list of nominees and a brief description of
their background is included in your proxy statement. This includes Michael
DiCarlo, who has been nominated to serve as a Fund Trustee.

YOUR VOTE IS IMPORTANT!
We urge you to review the enclosed proxy statement carefully, and to vote by
completing, signing and returning the enclosed proxy ballot form to us
immediately. Your prompt response will help avoid the cost of additional
mailings. For your convenience, we have provided a postage-paid envelope.

If you have any questions, please call your Customer Service Representative at
1-800-225-5291, Monday through Friday between 8:00 A.M. and 8:00 P.M. Eastern
time.

Sincerely,

/s/ Edward J. Boudreau, Jr.

Edward J. Boudreau, Jr.
Chairman and CEO

JOHN HANCOCK SPECIAL EQUITIES FUND
101 Huntington Avenue
Boston, Massachusetts 02199

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 26, 1996

A Special Meeting of Shareholders (the "Meeting") of John Hancock Special
Equities Fund (the "Fund") will be held at the Fund's offices located on the 2nd
floor at 101 Huntington Avenue, Boston, Massachusetts 02199, at 9:00 a.m.,
Eastern time, on Wednesday, June 26, 1996. The Fund's telephone number is
1-800-225-5291. The purpose of the Meeting is to consider and act upon the
following proposals:

1. To elect sixteen Trustees to hold office until their respective successors
have been duly elected and qualified.

2. To approve a new Subadvisory Agreement between the Fund and DiCarlo, Forbes
& St. Pierre Advisors, LLC.

3. To transact other business that may properly come before the Meeting or any
adjournment of the Meeting.

YOUR BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE IN FAVOR OF THE PROPOSALS.

Shareholders of record of the Fund as of the close of business on May 1, 1996
are entitled to notice of and to vote at the Meeting or any adjournment of the
Meeting. The proxy statement and proxy card are being mailed to shareholders on
or about May 17, 1996.

THOMAS H. DROHAN
Senior Vice President and
Secretary

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING.

Boston, Massachusetts
May 17, 1996

JOHN HANCOCK SPECIAL EQUITIES FUND
101 Huntington Avenue
Boston, Massachusetts 02199

----------------------

PROXY STATEMENT
----------------------

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Trustees (the "Trustees") of John Hancock Special Equities Fund
(the "Fund").

The proxies will be used at the Special Meeting of the Fund's shareholders (the
"Meeting") to be held at the Fund's offices located on the 2nd floor at 101
Huntington Avenue, Boston, Massachusetts 02199, at 9:00 a.m., Eastern time, on
Wednesday, June 26, 1996. Proxies will be solicited by mail and may also be
solicited in person or by telephone by officers, directors and/or registered
representatives of the Fund's principal distributor, John Hancock Funds, Inc.
("John Hancock Funds"), and by employees, officers and/or directors of John
Hancock Advisers, Inc. (the "Adviser"). In addition, the Fund's transfer agent,
John Hancock Investor Services Corporation ("Investor Services") will solicit
proxies in person and/ or by telephone at a cost to the Fund of approximately
$3,000. Investor Services may engage an independent proxy solicitation firm to
assist in soliciting proxies. The Adviser will reimburse the Fund for a pro rata
portion of this proxy solicitation cost.

The cost of preparing and mailing this Proxy Statement and the accompanying
Notice and proxy card will be borne by the Fund. The mailing address of the
Fund, the Adviser, John Hancock Funds and Investor Services is 101 Huntington
Avenue, Boston, Massachusetts 02199. This Proxy Statement and the proxy card are
being mailed to shareholders on or about May 17, 1996.

The Fund will furnish without charge a copy of its Annual Report to any
shareholder upon request. Shareholders desiring to obtain a copy of the Fund's
report should direct all written requests to the attention of the Fund, 101
Huntington Avenue, Boston, Massachusetts 02199 or should call John Hancock Funds
at 1-800-225-5291.

OUTSTANDING SHARES AND VOTING REQUIREMENTS

The Trustees have fixed the close of business on May 1, 1996, as the record date
(the "Record Date") for determining the shareholders of the Fund entitled to
notice of and to vote at the Meeting. Shareholders of record of the Fund on the
Record Date are entitled to one vote per share at the Meeting or any adjournment
of the Meeting.

As of April 22, 1996, 32,019,432.913 Class A, 29,362,365.979 Class B and
1,302,182.261 Class C shares of beneficial interest of the Fund were
outstanding.

As of April 22, 1996, the following persons or entities owned beneficially or of
record more than 5% of the outstanding Class A shares of the Fund: None

As of April 22, 1996, the following persons or entities owned beneficially or of
record more than 5% of the outstanding Class B shares of the Fund: Merrill Lynch
Pierce Fenner & Smith Inc., 4800 Deer Lake Drive East, Jacksonville, FL,
4,391,131.731 shares, 14.95%.

As of April 22, 1996, the following persons or entities owned beneficially or of
record more than 5% of the outstanding Class C shares of the Fund: John Hancock
as agent for Trustee, Argo Systems, Inc. 401 (k) plan, 310 North Mary Avenue,
Mailstop 3-IT, Sunnyvale, CA, 511,643.053 shares, 39.29%; John Hancock Funds,
Inc. FBO Gilbane Building Company, c/o Kristina Graves, 5th floor, 101
Huntington Avenue, Boston, MA, 368,528.937 shares, 28.30%; UST, Inc., c/o
Wachovia Bank of NC, 301 Main Street, Winston-Salem, NC, 223,474.210 shares,
17.16%; BAS & Co., c/o Investors Bank & Trust, P.O. Box 1537, Boston, MA,
180,869.628 shares, 13.89%.

PROPOSAL 1

ELECTION OF TRUSTEES

At meetings held on March 5, 1996 and April 30, 1996, the Trustees, including
the Trustees who are not "interested persons" (as defined by the Investment
Company Act of 1940, as amended (the "1940 Act")) of the Fund (the "Independent
Trustees") voted to approve and to recommend to the Fund's shareholders that
they approve a proposal to elect sixteen Trustees to the Board of Trustees of
the Fund (the "Nominees"). Eight of the sixteen Nominees currently serve as
Trustees of the Fund and eight of the Nominees are additional Trustees.
Information concerning the Nominees and other relevant factors is discussed
below in this Proposal 1.

Using the enclosed form of proxy, a shareholder may authorize the proxies to
vote his or her shares for the Nominees or may withhold from the proxies
authority to vote his or her shares for one or more of the Nominees. If no
contrary instructions are given, the proxies will vote FOR the Nominees. Each of
the Nominees has consented to his or her nomination and has agreed to serve if
elected. If, for any reason, any Nominee should not be available for election or
able to serve as a Trustee, the proxies will exercise their voting power in
favor of such substitute Nominee, if any, as the Trustees may designate. The
Fund has no reason to believe that it will be necessary to designate a
substitute Nominee.

Information Concerning Nominees

The following table sets forth each Nominee's principal occupation or employment
during the past five years and the number of Class A shares of beneficial
interest of the Fund beneficially owned by him or her, directly or indirectly,
as of April 22, 1996. With respect to the Nominees who currently serve as
Trustees, the table sets forth the date he or she first became a Trustee.

Name, Age and Principal Occupation First Number of
Position With or Employment Became Shares Owned
The Fund During Last Five Years A Trustee (Class A and B Only)
-------- ---------------------- --------- --------------------

Edward J. Boudreau, Jr.* Chairman and Chief Executive 1988 Class A: 2,525
(age 51) Officer of the Adviser and The
Chairman and Chief Berkeley Financial Group
Executive Officer; ("The Berkeley Group");
Trustee; Nominee Chairman, John Hancock
Advisers International Ltd.
("Advisers International"), NM
Capital Management, Inc.
("NM Capital"), Chairman,
Chief Executive Officer and
President, John Hancock
Funds, Investor Services,
First Signature Bank and
Trust Company and Sovereign
Asset Management
Corporation ("SAMCorp");
Director, John Hancock
Capital Corp., John Hancock
Freedom Securities Corp.
and New England/Canada
Business Council; Member,
Investment Company
Institute Board of
Governors; Director, Asia
Strategic Growth Fund,
Inc.; Trustee, Museum of
Science; Vice Chairman and
President, the Adviser
(until July 1992);
Chairman, John Hancock
Distributors, Inc. (until
April 1994); Trustee or
Director and Chairman of 61
funds managed by the
Adviser.

Dennis S. Aronowitz Professor of Law, Boston 1988 Class A: 2,861
(age 64) University School of Law;
Trustee; Nominee Trustee, Brookline Savings
Bank; Trustee or Director of 16
funds managed by the
Adviser.

Richard P. Chapman, Jr. President, Brookline Savings 1984 Class A: 1,840
(age 61) Bank; Director, Federal Home
Trustee; Nominee Loan Bank of Boston
(lending); Director, Lumber
Insurance Companies (fire
and casualty insurer); Trustee,
Northeastern University;
Director, Depositors Insurance
Fund, Inc. (insurer); Trustee or
Director of 16 funds managed
by the Adviser.

William J. Cosgrove Vice President, Senior Banker 1991 Class A: 78
(age 63) and Senior Credit Officer,
Trustee; Nominee Citibank, N.A. (retired
September, 1991); Executive
Vice President, Citadel Group
Representative Inc.; EVP
Resource Evaluation Inc.
(consulting) (until October
1993); Trustee, the Hudson
City Savings Bank (until
October 199_); Trustee or
Director of 16 funds
managed by the Adviser.

Gail D. Fosler Vice President and Chief 1994 Class A: 41
(age 48) Economist, The Conference Class B:
Trustee; Nominee Board (nonprofit economic
and business research);
Trustee or Director of 16 funds
managed by the Adviser.

Anne C. Hodsdon* President and Chief Operating 1996 Class A: 475
(age 42) Officer, the Adviser and John
Trustee; Nominee Hancock open-end funds;
Director, Advisers
International; Executive
Vice President, the Adviser
(until December 1994);
Senior Vice President, the
Adviser (until December
1993); Vice President, the
Adviser (until 1991);
Trustee or Director of 56
funds managed by the
Adviser.

Richard S. Scipione* General Counsel, John 1985 Class A: 2,067
(age 58) Hancock Mutual Life
Trustee; Nominee Insurance Company; Director,
the Adviser, John Hancock
Funds, Investor Services,
John Hancock Distributors,
Inc., John Hancock
Subsidiaries, Inc., John
Hancock Property and
Casualty Insurance and its
affiliates (until November
1993), SAMCorp and NM
Capital; Trustee, The
Berkeley Group; Director,
JH Networking Insurance
Agency, Inc.; Trustee or
Director of 44 funds
managed by the Adviser.

Edward J. Spellman Partner, KPMG Peat Marwick 1991 Class A: 468
(age 63) LLP (retired June, 1990);
Trustee; Nominee Trustee or Director
of 16 funds managed by the
Adviser.

Douglas M. Costle Director, Chairman of the Class A: --
(age 56) Board and Distinguished
Nominee Senior Fellow, Institute for
Sustainable Communities,
Montpelier, Vermont (since
1991); Dean, Vermont Law
School (until 1991);
Director, Air and Water
Technologies Corporation
(environmental services and
equipment), Niagara Mohawk
Power Company (electric
services) and Mitretek
Systems (governmental
consulting services);
Trustee or Director of 12
funds managed by the
Adviser.

Leland O. Erdahl Director of Santa Fe Class A: 336
(age 67) Ingredients Company of
Nominee California, Inc. and Santa Fe
Ingredients Company, Inc.
(private food processing
companies); Director of
Uranium Resources, Inc.;
President of Stolar, Inc.
(from 1987 to 1991) and
President of Albuquerque
Uranium Corporation (from
1985 to 1992); Director of
Freeport-McMoRan Copper &
Gold Company, Inc., Hecla
Mining Company, Canyon
Resources Corporation and
Original Sixteen to One Mine,
Inc. (from 1984 to 1987 and
from 1991 to 1995) (management
consultant); Trustee or
Director of 12 funds
managed by the Adviser.

Richard A. Farrell President of Farrell, Healer & Class A: 43
(age 63) Co., (venture capital
Nominee management firm) (since
1980); Prior to 1980,
headed the venture capital
group at Bank of Boston
Corporation; Trustee or
Director of 12 funds
managed by the Adviser.

William F. Glavin President, Babson College; Class A: --
(age 65) Vice Chairman, Xerox
Nominee Corporation (until June 1989);
Director, Caldor Inc.,
Reebok, Ltd. (since 1994)
and Inco Ltd; Trustee or
Director of 12 funds
managed by the Adviser.

Dr. John A. Moore President and Chief Executive Class A: 603
(age 57) Officer, Institute for Evaluating
Nominee Health Risks (nonprofit
institution) (since
September 1989); Trustee or
Director of 12 funds
managed by the Adviser.

Class A: 65
Patti McGill Peterson President, St. Lawrence
(age 52) University; Director, Niagara
Nominee Mohawk Power Corporation
(electric utility) and Director,
Security Mutual Life (insurance);
Trustee or Director of 12
funds managed by the
Adviser.

John W. Pratt Professor of Business Class A: 428
(age 64) Administration at Harvard
Nominee University Graduate School of
Business Administration
(since 1961); Trustee or
Director of 12 funds
managed by the Adviser.

Michael P. DiCarlo* Principal, DFS Advisors LLC; Class A: 2,178
(age 39) Executive Vice President, the
Nominee Adviser (until 1996); Senior
Vice President of certain
John Hancock funds (until
1995).

- ---------------
* "Interested person," as defined in the 1940 Act, of the Fund or the
Adviser.

The information as to beneficial ownership set forth in the above chart is based
on statements furnished to the Fund by the Nominees. Each has all voting and
investment powers with respect to the shares indicated.

None of the Nominees beneficially owned individually, and the Nominees and
executive officers of the Fund as a group did not beneficially own, in excess of
one percent of the outstanding shares of the Fund as of April 22, 1996. None of
the Nominees own any Class B or Class C shares of the Fund.

The Board of Trustees held five meetings during the Fund's fiscal year ended
October 31, 1995. With respect to the Fund, no Trustee except for Mr. Scipione
attended fewer than 75% of the aggregate of (1) the total number of meetings of
the Trustees of the Fund; and (2) the total number of meetings held by all
committees of the Trustees on which he or she served. Mr. Bayard Henry retired
from his position as a Trustee of the Fund effective April 26, 1996.

The Fund has an Audit Committee of the Trustees. The Committee members are:
Messrs. Aronowitz, Chapman, Cosgrove, and Spellman and Ms. Fosler. Each of the

members of the Audit Committee is an Independent Trustee. The Audit Committee
held two meetings during the Fund's fiscal year ended October 31, 1995.

The functions performed by the Audit Committee are to recommend annually to the
Trustees a firm of independent certified public accountants to audit the books
and records of the Fund for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each audit and
determine the need, if any, to extend audit procedures; to confer with the firm
and representatives of the Fund on matters concerning the Fund's financial
statements and reports, including the appropriateness of their accounting
practices and of their internal controls and procedures; to evaluate the
independence of the firm; to review procedures to safeguard portfolio
securities; to approve the purchase by the Fund from the firm of all non-audit
services; to review all fees paid to the firm; to recommend to the Trustees, at
the request of the Fund's officers or Trustees, a resolution of any potential or
actual conflict of interest, and to facilitate communication between the firm
and each Fund's officers and Trustees.

The Fund has a Special Nominating Committee of the Trustees known as the
Administration Committee (the "Committee"). The Committee members are Messrs.
Aronowitz, Chapman, Cosgrove, and Spellman and Ms. Fosler. All of the members of
the Committee are Independent Trustees. The Committee held four meetings during
the fiscal year ended October 31, 1995.

Included among the functions of the Committee is the selection and nomination
for appointment and election of candidates to serve as Trustees who are not
"interested persons," as defined in the 1940 Act. The Committee also coordinates
with Trustees who are interested persons in the selection of Fund officers. The
Committee will consider nominees recommended by shareholders to serve as
Trustees provided that the shareholders submit such recommendations in
compliance with all of the pertinent provisions of Rule 14a-8 under the
Securities Exchange Act of 1934.

Executive Officers

The table below lists the executive officers of the Fund except for the Chairman
(Mr. Boudreau) and the President (Ms. Hodsdon). Information about Mr. Boudreau
and Ms. Hodsdon is provided under "Information Concerning Nominees."

Name, Age and Position Principal Occupation During
with Each Trust the Past Five years First Became an Officer
- --------------- ------------------- -----------------------

Robert G. Freedman Vice Chairman and Chief 1987
(age 57) Investment Officer, the Adviser and
Vice Chairman and Chief Investment each of the John Hancock funds;
Officer President, the Adviser (until
December 1994); Director, the
Adviser, Advisers International,
John Hancock Funds Investor
Services, SAMCorp and NM Capital;
Senior Vice President, The
Berkeley Group.

James B. Little Senior Vice President, the Adviser, 1986
(age 61) The Berkeley Group, John
Senior Vice President Hancock Funds, and Investor
and Chief Financial Officer Services; Senior Vice President
and Chief Financial Officer, each
of the John Hancock funds.

Thomas H. Drohan Senior Vice President and 1978
(age 59) Secretary, the Adviser, The
Senior Vice President Berkeley Group and each of the
and Secretary John Hancock funds; Senior Vice
President, Investor Services, John
Hancock Funds and John Hancock
Distributors (until 1994);
Director, Advisers International;
Secretary, NM Capital.

John A. Morin Vice President, the Adviser; 1991
(age 45) Investor Services, John
Vice President Hancock Funds and each of the John
Hancock funds; Vice President
and Compliance Officer, certain
John Hancock funds; Counsel, John
Hancock Mutual Life Insurance
Company; Vice President and
Assistant Secretary, The Berkeley
Group.

Susan S. Newton Vice President and Assistant 1984
(age 46) Secretary, the Adviser; Vice
Vice President, President, Assistant Secretary and
Assistant Secretary Compliance Officer, certain John
and Compliance Officer Hancock funds; Vice President and
Secretary, John Hancock Funds,
Investor Services and John Hancock
Distributors (until 1994);
Secretary, SAMCorp; Vice
President, The Berkeley Group.

James J. Stokowski Vice President, the Adviser; Vice 1986
(age 49) President and Treasurer, each of
Vice President and Treasurer the John Hancock funds.

Remuneration of Officers and Trustees

The following tables provide information regarding the compensation paid by the
Fund and the other investment companies in the John Hancock fund complex to the

current Independent Trustees for their services for the Fund's fiscal year ended
October 31, 1995. Mr. Boudreau, Ms. Hodsdon and Mr. Scipione and each of the
officers of the Fund are interested persons of the Adviser who are compensated
by the Adviser and affiliates and receive no compensation from the Fund.

Total Compensation*
Aggregate From the Fund and
Compensation Other Funds in the
from John Hancock Fund
Independent Trustee the Fund Complex
- ------------------- -------- -------------------

Dennis S. Aronowitz $ 8,203 $ 61,050
Richard P. Chapman, Jr.+ $ 8,203 62,800
William J. Cosgrove+ $ 8,197 61,050
Gail D. Fosler $ 7,953 60,800
Bayard Henry** $ 7,892 58,850
Edward S. Spellman $ 8,203 61,050

Total $48,651 $365,600
======= ========

- ----------
* Total compensation from the Fund and other John Hancock funds is as of
December 31, 1995. As of such date there were sixty-one funds in the John
Hancock fund complex, of which each of the Independent Trustees served 16.

** Mr. Henry retired from his position as Trustee effective April 26, 1996.

+ As of December 31, 1995 the value of the aggregate accrued deferred
compensation amount from all funds in the John Hancock fund complex for Mr.
Chapman was $54,681 and for Mr. Cosgrove was $54,243 under the John Hancock
Deferred Compensation Plan for Independent Trustees (the "Plan").

Under the Plan, the Independent Trustees may elect to defer the receipt of
all or a portion of their Trustees' fees payable by each fund in the John
Hancock fund complex. The value of an Independent Trustee's Plan account is
determined by a hypothetical investment of the deferred Trustees' fees in
certain John Hancock funds selected by the Independent Trustee from a list
of designated funds. The Independent Trustees do not beneficially own
shares of any John Hancock fund under the Plan and a fund's obligation to
make payments of amounts deferred under the Plan is an unsecured liability,
payable solely from that fund's general assets. If the value of the
Independent Trustees' Plan accounts in all the John Hancock funds were
actually received and invested on December 31, 1995 by the Independent
Trustees in shares of the John Hancock funds against which the Plan
accounts are valued, the Independent Trustees participating in the Plan
would own shares of the John Hancock funds as set forth below:

Shares Assuming Hypothetical Investment of Deferred Trustees' Fees

Special Sovereign Sovereign
Growth International Value Bond Investors
Independent Trustee Fund Fund Fund Fund Fund
- ------------------- ---- ---- ---- ---- ----

Dennis S. Aronowitz ___ ___ ___ ___ ___
Richard P. Chapman, Jr. 1,192 2,490 1,041 ___ ___
William J. Cosgrove ___ ___ 995 675 1,875
Gail D. Fosler ___ ___ ___ ___ ___

Special Sovereign Sovereign
Growth International Value Bond Investors
Independent Trustee Fund Fund Fund Fund Fund
- ------------------- ---- ---- ---- ---- ----

Bayard Henry ___ ___ ___ ___ ___
Edward S. Spellman ___ ___ ___ ___ ___

Trustees' Recommendation

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE FUND ELECT EACH OF THE
NOMINEES TO SERVE AS A TRUSTEE OF THE FUND.

Required Vote

Election of each Nominee requires a plurality of votes of the shareholders
present at the Meeting, provided that there is a quorum present.

PROPOSAL 2

TO APPROVE A NEW SUBADVISORY AGREEMENT

The Adviser serves as the Fund's investment adviser and is responsible for
providing the Fund with a continuous investment program pursuant to an
Investment Management Contract dated January 1, 1994, (the "Management
Contract"). The Management Contract was most recently approved by the
shareholders of the Fund at a special meeting held on October 28, 1993.

At a meeting of the Trustees held on April 30, 1996, the Trustees, including all
of the Independent Trustees unanimously approved and voted to recommend to
shareholders of the Fund that they approve a new subadvisory agreement (the
"Proposed Subadvisory Contract") by and between the Adviser and DFS Advisors.
Under the Proposed Subadvisory Contract, DFS Advisors would serve as a
subadviser to the Fund.

Michael P. DiCarlo, who currently serves as the Senior Vice President and
principal portfolio manager of the Fund as well as Executive Vice President of
the Adviser, and Andrew St. Pierre, who currently serves as the Executive Vice
President of the Adviser and President of the John Hancock closed-end funds, are
each principals of DFS Advisors. Mr. DiCarlo and Mr. St. Pierre each currently
intend to resign from their respective positions with the Fund and/or the
Adviser by June 1, 1996, with respect to Mr. DiCarlo, and by June 1, 1996, with
respect to Mr. St. Pierre. Mr. DiCarlo will resign on the later of either the
effective date of the Proposed Subadvisory Contract or August 1, 1996. The
Trustees believe that the Proposed Subadvisory Contract will benefit the Fund as
the Fund will continue to receive advice from Mr. DiCarlo after his resignation.
The Proposed Subadvisory Contract will therefore provide the Fund with
continuity and additional advisory expertise.

Approval of the Proposed Subadvisory Contract will not result in an increase in
any fees payable by the Fund. The Adviser will be solely responsible for paying
the subadvisory fee to DFS Advisors under the Proposed Subadvisory Contract.

Under the Proposed Subadvisory Contract, DFS Advisors will provide the Fund with
advice and recommendations regarding the Fund's investments. DFS Advisors will
also provide the Fund on a continuous basis with economic and financial
information, as well as other research and assistance.

A form of the Proposed Subadvisory Contract is attached to this Proxy Statement
as Exhibit A. The material terms of the Proposed Subadvisory Contract are
described below, although the description below is qualified by reference to
Exhibit A.

DFS Advisors and the Proposed Subadvisory Contract

DFS Advisors was organized under the laws of The Commonwealth of Massachusetts
on April 3, 1996. DFS Advisors intends to register with the Securities and
Exchange Commission (the "SEC") as an investment adviser under the Investment
Advisers Act of 1940 by June 1, 1996.

DFS Advisors intends to provide investment advice to advisory clients. Although
DFS Advisors has only recently been established, DFS Advisors' principals have
had extensive experience in providing investment advice to the Fund and to other
Funds in the John Hancock fund complex. Mr. DiCarlo has served as portfolio
manager to the Fund as well as other funds in the John Hancock fund complex and
as an officer of the Adviser. The address of DFS Advisors is 75 State Street,
25th Floor, Boston, MA 02109.

The directors and principal executive officers of the DFS Advisors and their
principal occupations are as follows:

Name Principal Occupation
---- --------------------

Michael P. DiCarlo Principal, DFS Advisors LLC; Executive Vice President, the
(age 39) Adviser (until 1996); Senior Vice President of certain John
Hancock funds (until 1995).

Andrew F. St. Pierre Principal, DFS Advisors LLC; Executive Vice President, the
(age 35) Adviser and President, John Hancock Closed-End Funds until
1996. Executive Vice President of certain John Hancock
funds until 1995; Portfolio Manager, Harvard Management
Corp.. (until October 1991).

G. Ross Forbes, Jr. Principal, DFS Advisors LLC; Registered Representative,
(age __) William Blair & Company LLC (until 1996).

Edward J. Boudreau, Jr. Director, DFS Advisors LLC. For additional information
(age 51) concerning Mr. Boudreau, please see Proposal 1 of this
Proxy Statement.

MATERIAL PROVISIONS OF THE PROPOSED SUBADVISORY CONTRACT

A. Compensation

The Proposed Subadvisory Contract provides that DFS Advisors is required to
pay all expenses that it incurs in connection with the performance of its duties

under the Contract. The Proposed Subadvisory Contract also provides that the
Adviser, not the Fund, shall pay the subadvisory fees.

Pursuant to the Proposed Subadvisory Contract, the Adviser will pay DFS
Advisors a fee at the annual rate of 0.25% of the average daily net assets of
the Fund. The Adviser will pay this fee to DFS Advisors within ten business days
of receipt by the Adviser of the advisory fee payable to it by the Fund under
its Management Contract.

B. Term

If approved by shareholders of the Fund, the Proposed Subadvisory Contract
will take effect on July 1, 1996 and will remain in effect until June 30, 1998.
Thereafter, the Proposed Subadvisory Contract will continue in effect from year
to year subject to the annual approval of its continuance as described below
under "Termination, Continuance and Amendment."

C. Termination, Continuance and Amendment

Except as described above, the Proposed Subadvisory Contract will continue
from year to year subject to annual approval of its continuance by a majority of
the Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval, and annual approval by either (a) the Trustees of the
Fund, or (b) a majority of the Fund's outstanding voting securities, as defined
in the 1940 Act. The Proposed Subadvisory Contract will be terminable at any
time without penalty on 60 days' written notice by the Trustees, by a vote of a
majority of the Fund's outstanding voting securities, or by the Adviser or DFS
Advisors, as the case may be. The Proposed Subadvisory Contract terminates
automatically in the event of its assignment or in the event that the Adviser
ceases to act as the Fund's investment adviser.

D. Limitation of Liability

The Proposed Subadvisory Contract provides that DFS Advisors will not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Fund or the Adviser in connection with the matters to which the Contract
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of DFS Advisors in the performance of its duties or from
reckless disregard by DFS Advisors of its obligations and duties under the
Contract.

For the Fund's fiscal year ended October 31, 1995, the Fund paid fees of
$5,538,912 (0.82% of average daily net assets of the Fund) to the Adviser.
During the same period, the Fund also paid $468,191 in brokerage commissions.

Separate Agreement Between the Adviser and DFS Advisors

In addition to the Proposed Subadvisory Contract, the Adviser and DFS Advisors
have entered into a separate letter agreement (the "Letter Agreement"). The
Letter Agreement provides for the Adviser to receive a 10% equity interest in
DFS Advisors and for the payment of compensation to DFS Advisors if the

Subadvisory Contract is terminated without cause within a five year period. The
Letter Agreement also requires Mr. DiCarlo to provide certain marketing services
and contains a noncompetition clause.

Analysis of Proposal and Review of Trustees

The Trustees have determined that the terms of the Proposed Subadvisory Contract
are fair and reasonable. In approving the Proposed Subadvisory Contract and
recommending its approval by the shareholders of the Fund, the Trustees,
including the Independent Trustees, considering the best interest of the
shareholders of the Fund, took into account all factors they deemed relevant.
These factors and the Trustees' related analysis are described below.

The Trustees considered the fact that Mr. DiCarlo's departure from his positions
as Senior Vice President and Principal portfolio manager of the Fund and
Executive Vice President of the Adviser and Mr. St. Pierre's departure from his
position as Executive Vice President of the Adviser may impact the investment
strategy of the Fund. The Trustees believe that given Mr. DiCarlo's and Mr. St.
Pierre's positions as principals of DFS Advisors, entering into the Proposed
Subadvisory Contract with DFS Advisors will provide the Fund with continuity
with respect to the investment advice it will receive and the investment
strategy it will pursue. The Proposed Subadvisory Contract should also provide
the Fund with continuity during the Fund's transition period to a new portfolio
manager. The Trustees believe that this continuity will benefit shareholders by
reducing or eliminating any disruption to the Fund's investment operations.

The Trustees also considered the interrelationship between DFS Advisors and the
Adviser as set forth in the Letter Agreement. The Adviser will hold a 10% equity
interest in DFS Advisors and Mr. Boudreau, who currently serves as Chairman and
Chief Executive Officer of the Fund, will also serve as a Director of DFS
Advisors. The interests of the Adviser and indirectly the Fund will therefore be
represented with respect to DFS Advisors.

The Trustees also believe that Mr. DiCarlo's agreement to devote significant
time to marketing the Fund will be beneficial to the Fund and its shareholders.
Mr. DiCarlo is in a unique position to market the Fund given his association
with the Fund and his position and reputation in the industry. The Trustees
believe that marketing efforts by Mr. DiCarlo will likely increase sales of the
Fund and thereby provide the fund with new capital to take advantage of
investment opportunities.

Throughout the review process, the Independent Trustees were advised by their
independent legal counsel, who was not counsel to the Trust, the Adviser or DFS
Advisors.

Trustees' Evaluation and Recommendation

The Trustees, including all of the Independent Trustees, by a vote cast at a
meeting held on April 30, 1996 unanimously approved and voted to recommend to
the shareholders of the Fund that they adopt the Proposed Subadvisory Contract.
If the shareholders of the Fund approve the Proposed Subadvisory Contract, the
Proposed Subadvisory Contract will take effect as of July 1, 1996. If the

Proposed Subadvisory Contract is not approved by the shareholders of the Fund,
the Trustees would consider what additional action, if any, is appropriate.

THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS OF THE FUND APPROVE THE DFS
ADVISORY CONTRACT.

Required Vote

Approval of this proposal requires the affirmative vote of a "majority" of the
Fund's outstanding voting securities. A majority means the lesser of (i) 67% or
more of the Fund's shares present at the Meeting if the holders of more than 50%
of the Fund's outstanding shares are present or represented by proxy at the
Meeting or (ii) more than 50% of the Fund's outstanding shares (a "1940 Act
Majority Shareholder Vote").

OTHER MATTERS

The Fund's management knows of no business to be brought before the Meeting
except as described above. However, if any other matters properly come before
the Meeting, the persons named in the enclosed form of proxy intend to vote on
these matters in accordance with their best judgment. If shareholders would like
additional information about the matters proposed for action, the Fund's
management will be glad to hear from them and to provide further information.

PROXIES AND VOTING AT THE MEETING

Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the Fund. In addition, although mere attendance
at the Meeting will not revoke a proxy, a Fund shareholder present at the
Meeting may withdraw his or her proxy and vote in person. All properly executed
and unrevoked proxies received in time for the Meeting will be voted in
accordance with the instructions contained in the proxies. If no instruction is
given, the persons named as proxies will vote the shares of the Fund represented
thereby for the Nominees in Proposal 1 and in favor of Proposal 2, and will use
their best judgment in connection with the transaction of other business that
may properly come before the Meeting or any adjournment thereof.

In addition, John Hancock Mutual Life Insurance Company (the "Life Company")
will vote shares of the Fund held in individual retirement accounts or tax
shelter accounts for which the Life Company acts as custodian and with respect
to which no proxies have been received by the Life Company. The Life Company
will vote such shares in the same proportion as it has been instructed to vote
Fund shares held by all accounts for which proxies have been received. The Fund
shares voted by the Life Company will be counted as present at the Meeting for
purposes of establishing a quorum.

In the event that, at the time any session of the Meeting is called to order, a
quorum is not present in person or by proxy for the Fund, the persons named as
proxies with respect to the Fund may vote those proxies that have been received
to adjourn the Meeting to a later date. In the event that a quorum is present
but sufficient votes by the Fund's shareholders for the Nominees in Proposal 1
and in favor of Proposal 2 have not been received, the persons named as proxies
with respect to the Fund will vote those proxies which they are entitled to vote

in favor of the relevant Proposal for such an adjournment, and will vote those
proxies required to be voted against the Proposal against any adjournment. A
shareholder vote for a Fund may be taken on one or more Proposals in the Proxy
Statement prior to the adjournment if sufficient votes for its approval have
been received and it is otherwise appropriate.

Shares of beneficial interest of each Fund represented in person or by proxy
(including shares which abstain or do not vote with respect to one or more of
the Proposals presented for shareholder approval) will be counted for purposes
of determining whether a quorum is present with respect to the Fund at the
Meeting. Abstentions will be treated as shares that are present and entitled to
vote with respect to each Proposal, but will not be counted as a vote in favor
of the Proposal. Accordingly, an abstention from voting on a Proposal has the
same effect as a vote against the Proposal.

If a broker or nominee holding shares in "street name" indicates on the proxy
that it does not have discretionary authority to vote as to a particular
Proposal, those shares will not be considered as present and entitled to vote
with respect to the Proposal. Accordingly, with respect to Proposal 2, which
requires approval by a 1940 Act Majority Shareholder Vote, a "broker non-vote"
has no effect on the voting in determining whether the Proposal has been adopted
under subsection (i) of the 1940 Act Majority Shareholder Vote definition. In
addition, a "broker non-vote" has no effect on the voting in determining whether
a Nominee has been elected as a Trustee of the Fund pursuant to Proposal 1. In
determining whether Proposal 2 has been adopted pursuant to subsection (ii) of
the 1940 Act Majority Shareholder Vote definition, a "broker non-vote" will have
the same effect as a vote against the Proposal because shares represented by a
"broker non-vote" are considered outstanding shares.

In addition to the solicitation of proxies by mail or in person, the Fund may
also arrange to have votes recorded by telephone by officers and employees of
the Fund or by personnel of the Adviser, John Hancock Funds or Investor
Services. The telephone voting procedure is designed to authenticate a
shareholder's identity, to allow a shareholder to authorize the voting of shares
in accordance with the shareholder's instructions and to confirm that the voting
instructions have been properly recorded. If these procedures were subject to a
successful legal challenge, these telephone votes would not be counted at the
Meeting. The Fund has not sought an opinion of counsel on this matter and is
unaware of any such challenge at this time.

A shareholder will be called on a recorded line at the telephone number
appearing in the shareholder's account records and will be asked to provide the
shareholder's Social Security number or other identifying information. The
shareholder will then be given an opportunity to authorize proxies to vote his
or her shares at the Meeting in accordance with the shareholder's instructions.
To ensure that the shareholder's instructions have been recorded correctly, the
shareholder will also receive a confirmation of the voting instructions in the
mail. A special toll-free number will be available in case the voting
information contained in the confirmation is incorrect. If the shareholder
decides after voting by telephone to attend the Meeting, the shareholder can
revoke the proxy at that time and vote the shares at the Meeting.

SHAREHOLDERS' PROPOSALS

The Fund is not required, and does not intend, to hold meetings of shareholders
each year. Instead, meetings will be held only when and if required. Any
shareholders desiring to present a proposal for consideration at the next
meeting for shareholders of the Fund must submit the proposal in writing, so
that it is received by the Fund at 101 Huntington Avenue, Boston, Massachusetts
02199 within a reasonable time before any meeting.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

Boston, Massachusetts
May 17, 1996

JOHN HANCOCK SPECIAL EQUITIES FUND

EXHIBIT A

JOHN HANCOCK ADVISERS, INC.

BOSTON, MASSACHUSETTS

July 1, 1996

DFS Advisors, LLC
75 State Street, 25th Floor
Boston, MA 02109

SUB-ADVISORY AGREEMENT

Dear Sirs:

John Hancock Special Equities Fund (the "Fund"), has been organized under the
laws of the Commonwealth of Massachusetts to engage in the business of an
investment company. The Fund's shares of beneficial interest may be classified
into series and classes, each series representing the entire undivided interest
in a separate portfolio of assets. As of the date hereof, the Fund has three
classes of shares.

The Board of Trustees of the Fund (the "Trustees") and the Fund's shareholders
have approved the selection of John Hancock Advisers, Inc. (the "Adviser") to
provide overall investment advice and management for the Fund, and to provide
certain other services, under the terms and conditions provided in the
Investment Management Contract, dated January 1, 1994, between the Fund and the
Adviser (as may be further amended from time to time, the "Investment Management
Contract").

The Adviser and the Fund have selected DFS Advisors, LLC (the "Sub-Adviser") to
provide the Adviser and the Fund with the advice and services set forth below,
and the Sub-Adviser is willing to provide such advice and services, subject to
the review of the Fund and the overall supervision of the Adviser, under the
terms and conditions hereinafter set forth. The Sub-Adviser hereby represents
and warrants that it is registered as an investment adviser under the Investment
Advisers Act of 1940, as amended. Accordingly, the Adviser agrees with the
Sub-Adviser as follows:

1. DELIVERY OF DOCUMENTS. The Adviser has furnished the Sub-Adviser with
copies, properly certified or otherwise authenticated, of each of the
following:

(a) The Amended and Restated Declaration of Trust of the Fund dated
February 28, 1992 (the "Declaration").

(b) By-Laws of the Trust as in effect on the date hereof.

(c) Resolutions of the Board of Trustees approving the form of this
Agreement and resolutions adopted by the shareholders of the Fund
approving the form of this Agreement.

(d) Resolutions of the Board of Trustees selecting the Adviser as
investment adviser to the Fund and approving the form of the
Investment Management Contract and resolutions adopted by the
shareholders of the Fund approving the form of the Investment
Management Contract.

(e) The Investment Management Contract.

(f) Commitments, limitations and undertakings made by the Fund to state
"blue sky" authorities for the purpose of qualifying shares of the
Fund for sale in such states.

(g) The Fund's portfolio compliance checklists.

(h) The Fund's Prospectus and Statement of Additional Information.

(i) The Fund's Code of Ethics.

The Adviser will furnish the Sub-Adviser from time to time with copies, properly
certified or otherwise authenticated, of all amendments of or supplements to the
foregoing, if any.

2. INVESTMENT SERVICES AND DUTIES. The Sub-Adviser will use its best efforts
to provide to the Fund continuing and suitable investment advice with
respect to investments, consistent with its investment policies, objectives
and restrictions as set forth in the Fund's Prospectus and Statement of
Additional Information. In the performance of the Sub-Adviser's duties
hereunder, subject always to the provisions contained in the documents
delivered to the Sub-Adviser pursuant to Section 1 above, as each of the
same may from time to time be amended or supplemented, the Sub-Adviser
will, at its own expense:

(a) furnish the Adviser and the Fund with advice and recommendations,
consistent with the investment policies, objectives and restrictions
of the Fund as set forth above, with respect to the purchase, holding
and disposition of portfolio securities including the purchase and
sale of options.

(b) furnish the Adviser and the Fund with advice as to the manner in which
voting rights, subscriptions rights, rights to consent to corporate
action and any other rights pertaining to the Fund's assets shall be
exercised, the Fund having the responsibility to exercise such voting
and other rights on behalf of the Fund;

(c) furnish the Adviser and the Fund with research, economic and
statistical data in connection with the Fund's investments and
investment policies;

(d) submit such reports relating to the valuation of the Fund's securities
as the Adviser may reasonably request;

(e) consistent with the provisions of Section 7 of this Agreement, place
orders with the Adviser's trading room for the purchase, sale or
exchange of portfolio securities for the Fund's account with brokers
or dealers selected by the Adviser or the Sub-Adviser;

(f) from time to time or at any time requested by the Adviser or the Fund,
make reports to the Adviser or the Fund, as requested, of the
Sub-Adviser's performance of the foregoing services;

(g) subject to the supervision of the Adviser, maintain and preserve the
records required by the Investment Company Act of 1940 to be
maintained by the Sub-Adviser (the Sub-Adviser agrees that such
records are the property of the Fund and copies will be surrendered to
the Fund promptly upon request therefor) subject to the Sub-Adviser's
right to have reasonable access thereto;

(h) give instructions to the custodian (including any subcustodian) of the
Fund as to deliveries of securities to and from such custodian and
payments of cash for the account of the Fund, and advise the Adviser
on the same day such instructions are given; and

(i) cooperate generally with the Fund and the Adviser to provide
information necessary for the preparation of registration statements
and periodic reports to be filed with the Securities and Exchange
Commission, including registration statements on Form N-1A,
semi-annual reports on Form N-SAR, periodic statements, shareholder
communications and proxy materials furnished to holders of shares of
the Fund, filings with state "blue sky" authorities and with United
States and foreign agencies responsible for tax matters, and other
reports and filings of like nature.

3. EXPENSES PAID BY THE SUB-ADVISER. The Sub-Adviser will pay the cost of
maintaining the staff and personnel necessary for it to perform its
obligations under this Agreement, the expenses of office rent, telephone,
telecommunications and other facilities required by it to perform the
services specified in Section 2, and any other expenses, including legal,
audit and professional fees and expenses, incurred by it in connection with
the performance of its duties hereunder.

4. EXPENSES OF THE FUNDS NOT PAID BY THE SUB-ADVISER. The Sub-Adviser will not
be required to pay any expenses which this Agreement does not expressly
state shall by payable by the Sub-Adviser. In particular, and without
limiting the generality of the foregoing but subject to the provisions of
Section 3, the Sub-Adviser will not be required to pay any Fund expenses or
to reimburse the Adviser for any such expenses that the Adviser is required
to pay.

5. COMPENSATION OF THE SUB-ADVISER. For all services to be rendered,
facilities furnished and expenses paid or assumed by the Sub-Adviser as
herein provided for the Fund, the Adviser will pay the Sub-Adviser a fee at
the annual rate of 0.25% of the average daily net assets of the Fund. The
Adviser shall pay the foregoing fee to the Sub-Adviser within ten business
days of receipt by the Adviser of the advisory fee payable to it by the
Fund from time to time pursuant to the Investment Management Contract.

The Sub-Adviser will receive a pro rata portion of such fee for any periods in
which the Sub-Adviser advises the Fund for less than a full payment period. The
Sub-Adviser understands and agrees that the Fund shall not have any liability
for the Sub-Adviser's compensation hereunder. Calculations of the Sub-Adviser's
fee will be based on average net asset values as provided by the Adviser.

6. OTHER ACTIVITIES OF THE SUB-ADVISER AND ITS AFFILIATES. The Adviser and
Sub-Adviser may enter into a separate agreement which limits the ability of
the Sub-Adviser to act as Sub-Adviser for certain other investment
companies and advisory clients. However, nothing in this Agreement shall
prevent the Sub-Adviser or any of its affiliates or associates from
engaging in any other business or from acting as investment adviser or
investment manager for any other person or entity, whether or not having
investment policies or portfolios similar to the Fund. Subject to the
provisions of such separate agreement, it is specifically understood that
officers, directors and employees of the Sub-Adviser and those of its
affiliates may engage in providing portfolio management services and advice
to other investment advisory clients of the Sub-Adviser or of its
affiliates.

7. AVOIDANCE OF INCONSISTENT POSITION. In connection with purchases or sales
of portfolio securities for the account of the Fund, neither the
Sub-Adviser nor any of its directors, officers or employees will act as
principal or agent or receive any commission. The Sub-Adviser shall, at the
time the Sub-Adviser places any order to purchase or sell portfolio
securities on behalf of the Fund, inform the Adviser of any financial
interest the Sub-Adviser has in the issuer of the portfolio securities
being bought or sold. The Adviser shall be entitled to reject any purchase
or sale order placed by the Sub-Adviser, including orders that are deemed
to be inappropriate due to the financial interest of the Sub-Adviser.
Access persons (as defined in Rule 17j-1 under the Investment Company Act
of 1940, as amended) of the Sub-Adviser will provide personal trading
reports to a designated representative of the Adviser in accordance with
the Fund's Code of Ethics.

8. NO PARTNERSHIP OR JOINT VENTURE. Nothing in this Agreement shall be
construed so as to make the Adviser and the Sub-Adviser partners or joint
venturers or impose any liability as such on any of them. In the
performance of its duties hereunder, the Sub-Adviser is and shall be an
independent contractor and unless otherwise expressly provided or
authorized shall have no authority to act for or represent the Fund in any
way or otherwise be deemed to be an agent of the Fund or of the Adviser.

9. LIMITATION OF LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Fund or the Adviser in connection with the matters to which this
Agreement relates, except a loss resulting from willful misfeasance, bad
faith, or gross negligence on the Sub-Adviser's part in the performance of
its duties or from reckless disregard by it of its obligations and duties
under this Agreement.

10. DURATION AND TERMINATION OF THIS AGREEMENT. Unless terminated as provided
below, this Agreement shall remain in force until June 30, 1998, and from
year to year thereafter, but only so long as such continuance is
specifically approved at least annually by (a) a majority of the Trustees
of the Fund who are not interested persons of the Adviser, of the
Sub-Adviser or of the Fund (other than as Board members), cast in person at
a meeting called for the purpose of voting on such approval, and (b) either
(i) a majority of the Trustees of the Fund or (ii) a majority of the
outstanding voting securities of the Fund. This Agreement may, on 60 days'
written notice, be terminated at any time, without the payment of any
penalty by the Fund by vote of a majority of the outstanding voting

securities of the Fund, by the Adviser or by the Sub-Adviser. Termination
of this Agreement shall not be deemed to terminate or otherwise invalidate
any other agreement between the Adviser and the Sub-Adviser, except as
otherwise provided therein. This Agreement shall automatically terminate in
the event of its assignment or upon the termination of the Adviser's
Investment Management Contract. In interpreting the provisions of this
Section 10, the definitions contained in Section 2(a) of the Investment
Company Act of 1940, as amended (particularly the definitions of
"assignment", "interested person," and "voting security"), shall be
applied.

11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be changed
or waived orally, but only by an instrument in writing signed by the party
against which enforcement of the change or waiver is sought, and no
amendment, transfer, assignment, sale, hypothecation or pledge of this
Agreement shall be effective until approved by (a) the Board of Trustees of
the Fund, including a majority of the Trustees who are not interested
persons of the Adviser, the Sub-Adviser or the Fund, cast in person at a
meeting called for the purpose of voting on such approval, and (b) a
majority of the outstanding voting securities of the Fund, as defined in
the Investment Company Act of 1940, as amended.

12. MISCELLANEOUS.

(a) The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the provisions
hereof or otherwise affect their construction or effect. This
Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.

(b) Nothing herein contained shall limit or restrict the Sub-Adviser or
any of its officers, affiliates or employees from buying, selling or
trading in any securities for its or their own account or accounts if
done in full compliance with the Sub-Adviser's Code of Ethics. The
Fund acknowledges that the Adviser or sub-advisers engaged by it and
their respective officers, affiliates and employees, and their other
clients may at any time, have, acquire, increase, decrease or dispose
of positions in investments which are at the same time being acquired
or disposed of by the Fund.

(c) Any of the shareholders, Trustees, officers and employees of the Fund
may be a shareholder, director, officer or employee of, or be
otherwise interested in, the Sub-Adviser, any interested person of the
Sub-Adviser, any organization in which the Sub-Adviser may have an
interest or any organization which may have an interest in the
Sub-Adviser, and the Sub-Adviser, any such interested person or any
such organization may have an interest in the Fund. Subject to the
provisions of any separate agreement between the Adviser and the
Sub-Adviser, the Sub-Adviser, the Adviser and the Fund may have

advisory, management, service or other contracts with other
individuals or entities, and may have other interests and businesses.
When a security proposed to be purchased or sold for the Fund is also
to be purchased or sold for other accounts managed by the Sub-Adviser
at the same time, the Sub-Adviser shall make such purchases or sales
on a pro-rata, rotating or other equitable basis so as to avoid any
one account's being preferred over any other account.

(d) The Sub-Adviser agrees that it will adopt a Code of Ethics in a form
reasonably satisfactory to the Adviser by no later than June 1, 1996.

13. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts and the applicable provisions of
the Investment Company Act of 1940.

Yours very truly,

JOHN HANCOCK ADVISERS, INC.

By:
---------------------------
Chairman of the Board, President and
Chief Executive Officer

DFS ADVISORS, LLC

By: ________________________

Title: _____________________

JOHN HANCOCK SPECIAL EQUITIES FUND

SPECIAL MEETING OF THE SHAREHOLDERS - JUNE 26, 1996
PROXY SOLICITATION BY THE BOARD OF TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Edward J.
Boudreau, Jr., Susan S. Newton and James B. Little, with full power of
substitution in each, to vote all the shares of beneficial interest of the
above-referenced Fund which the undersigned is (are) entitled to vote at the
Special Meeting of Shareholders (the "Meeting") of the Fund to be held at 101
Huntington Avenue, Boston, Massachusetts, on June 26, 1996 at 9:00 a.m., Boston
time, and at any adjournment of the Meeting. All powers may be exercised by a
majority of said proxy holders or substitutes voting or acting, or, if only one
votes and acts, then by that one. Receipt of the Proxy Statement dated May 17,
1996 is hereby acknowledged. If not revoked, this proxy shall be voted:

PLEASE SIGN, DATE AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

Date __________________, 1996

NOTE: Signature(s) should
agree with name(s) printed
herein. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your
full title as such. If a
corporation, please sign in
full corporate name by
president or other authorized
officer. If a partnership,
please sign in partnership
name by authorized person.

_____________________________
Signature(s)

VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE YOUR FUND THE EXPENSE
OF ADDITIONAL MAILINGS.

THIS PROXY SHALL BE VOTED FOR THE NOMINEES IN PROPOSAL 1 IF NO SPECIFICATION IS
MADE BELOW. AS TO ANY OTHER MATTER, SAID PROXY OR PROXIES SHALL VOTE IN
ACCORDANCE WITH THEIR BEST JUDGEMENT. Please use blue or black ink or dark
pencil. Do not use red ink.

(1) To elect sixteen Trustees to hold office until their respective
successors have been duly elected and qualified.

Dennis S. Aronowitz William F. Glavin
Edward J. Boudreau, Jr. Anne C. Hodsdon
Richard P. Chapman, Jr. Dr. John A. Moore
William J. Cosgrove Patti McGill Peterson
Douglas M. Costle John W. Pratt
Michael P. DiCarlo Richard S. Scipione
Leland O. Erdahl Edward J. Spellman
Richard A. Farrell
Gail D. Fosler

---
|___| FOR all nominees listed (except as marked to the contrary below)

---
|___| WITHHOLD AUTHORITY to vote for all nominees listed below

YOU MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE(S) BY WRITING THE NOMINEE(S)
NAME(S) ON THE LINE BELOW.

(2) To approve a new Subadvisory Agreement between the Fund and DiCarlo,
Forbes & St. Pierre Advisors, LLC.

--- --- ---
|___| FOR |___| AGAINST |___| ABSTAIN

PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD.